February 18, 2011
February 17, 2011
Ms. Elizabeth M. Murphy, Secretary
Securities and Exchange Commission
100 F. Street, NE
Washington DC 20549-1090
Re: File Number S7-45-10
Proposed Rule for Appointed Board Members to register as Municipal Advisors
Dear Ms. Murphy,
With regards to the Securities and Exchange Commissions proposed permanent registration regime regarding appointed board members, compensated or not, I respectfully and strongly disagree with the proposed requirement for appointed, volunteer members of public commissions to register as municipal advisors. SECs proposal imposes an unnecessary and burdensome responsibility to: permanently register with the SEC as municipals advisors, be held accountable for personal disclosures and record keeping duties, permit SEC inspection of these records, certify that he/she has sufficient qualifications, training, experience and competence within SECs prescribed time frames, have necessary understanding of all applicable regulatory obligations under Federal securities laws as well as applicable rules promulgated by the SEC and Municipal Securities Rulemaking Board, absorb initial and recurrent expenditures, and be held liable for civil and/or criminal matters which are possibly beyond the scope of knowledge of such board members.
Board members cannot all be expert and credentialed legal and financial advisors in bond issuances for if they were, only bond industry veterans are qualified to sit on these public boards. Board members rely upon publicly and properly procured bond team professionals to provide guidance. It is also unclear whether the simple act by an appointed member of the governing board of a municipal entity to publicly state the basis for a vote in favor of, or against, a particular bond issue constitute advice.
I therefore urge the SEC to reverse its position by clearly stating in its final rules that all individuals serving on public boards as unpaid appointees are exempt under the proposed rules.
Further, any and all statements made, or positions taken, by any governing board member of the municipal entity should not be considered to be advice if the statements are made, or actions taken, as part of the fact-finding, deliberative or decision making process of the governing board. Additionally, I urge the SEC to exclude from its reach of these proposed rules casual statements made, or opinions offered to, a municipal entity by any person who is not acting in any professional advisory capacity.
If the proposed changes are made, it will have a chilling effect on people like myself to participate as a volunteer appointed member of an affiliated board. I volunteer as a community service, helping to provide public opinion in the process.
Todd A. Sargent